HomeMy WebLinkAboutExhibit AMarch 30th, 2023
City of Miami
Department of Real Estate & Asset Management
444 SW 2nd Ave, 3rd floor
Miami, FL 33130
Gentlemen:
By way of this letter, we would like to inform you that we move out of suite 300 approximately
three years ago but want to remain our offices in suite 302
Unfortunately, the circumstances caused ongoing suffering making it very difficult to pay the
rent full amount, we would like to remain as tenants in suite 302 but are only able to pay
$250.00
We hope that being a long time tenant helps and it is taken in consideration to lower our rent
to the amount of $250.00 which we can afford.
Awaiting your response
OR 4Ib..
wfilm
.,
. (Frank) Alonso
esident
Tel (786) 412-5340
P.O. Box 1973 Miami, FL 33135 • Telf: (305) 545-7600 • Fax: (305) 545-5960 • E-mail: unidadcubanainc@bellsouth.net
REVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
TO
LA UNIDAD CUBANA, INC.
FOR THE OCCUPANCY OF ROOM 302 WITHIN THE PROPERTY LOCATED AT
970 SOUTHWEST 1st STREET, MIAMI, FLORIDA
CONTENTS
1. PURPOSE 1
2. OCCUPANCY AND USE PERIOD 2
3. DUTY TO OPERATE FOR PUBLIC PURPOSE 2
4. INTEREST CONFERRED BY THIS AGREEMENT 2
5. REVOCATION -AT -WILL 3
6. USE FEE 3
7. LATE FEE 3
8. RETURNED CHECK FEE 4
9. SECURITY DEPOSIT 4
10. INCREASE IN SECURITY 5
11. ADJUSTMENT TO USE FEE AND SECURITY 5
12. CONDITION OF THE PROPERTY AND MAINTENANCE 6
13. SERVICES AND UTILITIES 7
14. ALTERATIONS, ADDITIONS OR REPLACEMENTS 7
15. VIOLATIONS, LIENS AND SECURITY INTERESTS 8
16. CITY ACCESS TO FACILITY 9
17. INDEMNIFICATION AND HOLD HARMLESS 9
18. INSURANCE 10
19. SAFETY 12
20. AMERICAN WITH DISABILITIES ACT 12
21. NO LIABILITY 12
22. TAXES AND FEES 13
23. CANCELLATION BY REQUEST OF EITHER OF THE PARTIES
WITHOUT CAUSE 13
24. VIOLATIONS 13
25. NOTICES 13
26. ADVERTISING 14
27. COMMON AREAS 15
28. OWNERSHIP OF IMPROVEMENTS 15
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29. SURRENDER OF AREA 15
30. SEVERABILITY 16
31. NO ASSIGNMENT OR TRANSFER 16
32. NONDISCRIMINATION 16
33. AFFIRMATIVE ACTION 16
34. MINORITY/WOMEN BUSINESS UTILIZATION 17
35. WAIVER OF JURY TRIAL 17
36. WAIVER 17
37. AMENDMENTS AND MODIFICATIONS 17
38. COURT COSTS AND ATTORNEY (S)' FEES 17
39. COMPLIANCE WITH ALL LAWS APPLICABLE 18
40. HAZARDOUS MATERIALS 18
41. RADON GAS 18
42. ENTIRE AGREEMENT 18
EXHIBIT A THE AREA
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REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement ("Agreement") is made this 13'clay of
Tuu , 2005, between the City of Miami (the "City") a municipal corporation of the
State of Florida and La Unidad Cubana, Inc. a non-profit corporation organized under the
laws of the State of Florida (the "Licensee").
RECITALS
WHEREAS, the City owns and operates a public facility known as the Manuel
Artime Community Center located. at 970 Southwest 1st Street, Miami, Florida (the
"Building'); and
WHEREAS, on January 13, 2000, the City Commission passed and adopted
Resolution No. 00-25, authorizing the City Manager to issue Revocable License Agreements
with revised rates for the use of office space at the Building; and
WHEREAS, Licensee has expressed its interest in utilizing office space in the
Building; and
WHEREAS, this Agreement is not assignable; and
WHEREAS, this Agreement is revocable -at -will by the City and without the consent
of the Licensee; and
WHEREAS, this Agreement does not transfer an interest in real property including
any leasehold interest in real property owned by the City; and
WHEREAS, this Agreement does not confer a right to use any real property for any
general purposes; and
WHEREAS, this Agreement does not convey or transfer any right to exclude the
City from any real property; and
WHEREAS, this Agreement permits only certain, enumerated, specific and listed
permitted uses and does not permit anything further;
NOW, THEREFORE, in order to carry out the intent as expressed herein and in
consideration of the mutual agreements subsequently contained, the City and Licensee
agree as follows:
1. PURPOSE.
The City is the owner of real property and improvements thereon at 970 SW lst
Street, Miami, Florida (the "Property"). The City has determined. that Room 302, consisting
of a total square footage of approximately 1,195 square feet located within the Property (the
"Area"), depicted as Exhibit A attached hereto and made a part hereof, is not needed at this
time by any of the City's offices or departments. The City has expressed its desire to assist
the Licensee in accomplishing its purpose and in furtherance thereof authorizes the
Licensee to occupy and use the Area under the conditions hereinafter set forth. The use of
the Area is strictly limited for its administrative offices to provide programs to support
freedom and human rights in Cuba and is not to be used for any other purpose whatsoever
(the "Permitted Use"). Any use of the Area not authorized under the Permitted Use must
receive the prior written consent of the City Manager. This consent may be withheld for
any or no reason, including, but not limited to additional financial consideration.
2. OCCUPANCY AND USE PERIOD.
The Effective Date of this Agreement is the date on which Licensee has been notified
that the Agreement is fully executed ("Effective Date") and shall continue on a month -to -
month basis until the first to occur of the following:
a) cancellation or termination by the express written agreement of the parties
hereto; or
b) cancellation or termination by request of any of the parties hereto, subject to
the notice provisions "Cancellation By Request of Either of the Parties Without
Cause" and "Revocation -At- Will."
3. DUTY TO OPERATE FOR PUBLIC PURPOSE.
Licensee, at all times during Licensee's use of the Area shall: (i) utilize the area
solely for administrative offices for the provision of programs to support freedom and
human rights in Cuba; (ii) from time to time, Licensee furnishes the City with current
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disclosure information with respect to the identity of the officers and directors of Licensee's
corporation; and (iii) maintain an active status as a Florida non-profit corporation.
4. INTEREST CONFERRED BY THIS AGREEMENT.
Licensee agrees that this Agreement has been entered into by the City to authorize
Licensee to occupy the Area solely for the limited purpose of operating its office operations
therein and no other purpose. The parties hereby agree that the provisions of this
Agreement do not constitute a lease and the rights of Licensee hereunder are not those of a
tenant but are a mere personal privilege to do certain acts of a temporary character and to
otherwise use the Area subject to the terms of this Agreement. No leasehold interest in the
Area is conferred upon Licensee under the provisions hereof and Licensee does not and
shall not claim at any time any leasehold estate or ownership interest in the Area by virtue
of this Agreement or its use of the Area hereunder. Additionally, Licensee does not and
shall not claim at any time any interest or estate of any kind or extent whatsoever in the
Area by virtue of any expenditure of funds by the Licensee for improvements, construction,
repairs, partitions or alterations to the Area which may be authorized by the City.
5. REVOCATION -AT -WILL
This agreement is revocable at the will of the City. The City Manager may revoke
this agreement at will and in writing without prior notice to Licensee.
6. USE FEE.
In consideration for this Agreement, Licensee agrees to pay to the City for the use of
Room 302 with a total square footage of approximately 1,195 the rate of $6.38 per square
foot or a monthly Use Fee in the amount of Six Hundred Thirty Five and 35/100 Dollars
($635.35), plus State of Florida Use Tax, if applicable, which shall be paid in advance and
in full on the first day of each month, without notice or demand (the "Use Fee"). Nothing
in this paragraph shall be construed to grant Licensee the right to use or occupy the Area
for a period greater than on a month -to -month basis.
Payments shall be made payable to "City of Miami" and shall be mailed to 444 S.W.
2nd Avenue, 6th Floor, Finance Department, Miami, Florida 33130, or such other address as
may be designated from time to time.
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In the event the Effective Date does not fall on the first day of the month, the
monthly Use Fee for the first month will be prorated based on the days remaining in that
month.
7. LATE FEE.
In the event any installment of the Use Fee is not received by the City within five (5)
days after it becomes due, Licensee shall pay to City a late charge of ten percent (10%) of
the amount due. Such late fee shall constitute additional fees due and payable to City by
Licensee upon the date of payment of the delinquent payment referenced above. Acceptance
of such late charge by City shall not constitute a waiver of Licensee's violations with respect
to such overdue amount nor prevent City from the pursuit of any remedy to which City may
otherwise be entitled.
8. RETURNED CHECK FEE.
In the event any check is returned to the City as uncollectible, the Licensee shall pay
to City a returned check fee (the "Returned Check Fee") based on the following schedule:
Returned Amount Returned Check Fee
$00.01 - 50.00 $20.00
$50.01 - 300.00 $30.00
$300.01 - 800.00 $40.00
OVER $800 5% of the returned amount.
Such returned check fee shall constitute additional fees due and payable, to City by
Licensee, upon the date of payment of the delinquent payment referenced above.
Acceptance of such returned check fee by City shall, in no event, constitute a waiver of
Licensee's violations with respect to such overdue amount nor prevent City from the
pursuit of any remedy to which City may otherwise be entitled.
9. SECURITY DEPOSIT.
Licensee shall deposit with City the amount of One Thousand. Two Hundred Seventy
and 70/100 Dollars ($1,270.70) (the "Security"), as guarantee for the full and faithful
performance by Licensee of all obligations of Licensee under this Agreement or in
connection with this Agreement. Licensee shall pay the Security Deposit upon execution of
the Agreement. If Licensee is in violation beyond any applicable notice or cure period, the
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City may use, apply or retain all or any part of the Security for the payment of (i) any fee or
other sum of money which Licensee was obligated to pay but did not pay, (ii) any sum
expended by City on Licensee's behalf in accordance with the provisions of this Agreement,
or (iii) any sum which City may expend or be required to expend as a result of Licensee's
violation. Should the City use, apply or retain all or any part of the Security, the Licensee
shall reimburse the amounts used, applied or retained within thirty (30) clays. The use,
application or retention of the Security or any portion thereof by City shall not prevent City
from exercising any other right or remedy provided for under this Agreement or at law and
shall not limit any recovery to which City may be entitled otherwise.
Provided Licensee is not in violation of this Agreement, the Security or balance
thereof, as the case may be, shall be returned to Licensee upon the termination of this
Agreement or upon any later date after which Licensee has vacated the Area in the same
condition or better as existed on the Effective Date, ordinary wear and tear excepted. Upon
the return of the Security (or balance thereof) to the Licensee, City shall be completely
relieved of liability with respect to the Security. Licensee shall not be entitled to receive
any interest on the Security.
10. INCREASE OF SECURITY
If Licensee is in violation under this Agreement more than two (2) times within any
twelve (12) month period, irrespective of whether or not such violation is cured, then,
without limiting City's other rights and remedies provided for in this Agreement or at law
or equity, the Security shall automatically be increased by three (3) times the Security then
in place. This increase shall be paid by Licensee to City forthwith on demand.
11. ADJUSTMENT TO USE FEE AND SECURITY
The Use Fee and Security shall be increased every twelve months from the Effective
Date, or on the first day of the following month if the Effective Date is not on the first of the
month, and every twelve (12) months thereafter (the "Anniversary Date"), by any increase
during the prior year in the index known as "United States Bureau of Labor Statistics,
Consumer Price Index". The Monthly Use Fee shall utilize the "Consumer Price Index for
All Items, Miami - Ft. Lauderdale, Florida", Base Year 1982-84=100 (hereinafter the "CPI").
Said adjustment shall be hereinafter referred to as the "CPI Escalation".
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The CPI Escalation of the Monthly Use Fee shall be equal to the Monthly Use
Fee in effect for the immediately preceding twelve months plus the product of that Monthly
Use Fee multiplied by the "CPI Percentage" (as defined below).
The CPI Escalation of the Security Deposit shall be equal to the Security
Deposit in effect for the immediately preceding twelve months plus the product of that
Security Deposit multiplied by the "CPI Percentage" (as defined below).
The CPI Percentage shall equal the fraction (i) whose numerator equals (a) the
monthly Index published two months prior to the Anniversary Date (or the nearest reported
previous month), minus (b) the monthly Index published two months prior to the
Anniversary Date of the preceding twelve months (or the nearest reported previous month)
and (ii) whose denominator is the same monthly Index as (b) above.
If the Index is discontinued with no successor Index, the City shall select a
comparable Index.
The City shall compute the CPI Escalations and send a notice, with calculations,
to Licensee setting forth the adjusted Monthly Use Fee and Security within sixty (60) days
of Anniversary Date or as soon as such Index is available. Licensee shall pay to City within
ten (10) days of receiving such notice, the additional Monthly Use Fee owed for the months
which have elapsed in the current Agreement Year and the amount of increase due in
Security.
12. CONDITION OF THE PROPERTY AND MAINTENANCE.
A. Licensee accepts the Area in "As Is", in its present condition and state of
repair condition and without any representation by or on behalf of City, and agrees that
City shall, under no circumstances, be liable for any latent, patent or other defects in the
Area. Licensee, at its sole cost, shall maintain the Area in good order and repair at all
times and in an attractive, clean, safe and sanitary condition an shall suffer no waste or
injury thereto.
B. Licensee shall be responsible for all repairs to the Area required or caused by
Licensee's use of part thereof without limiting the generality of the foregoing, Licensee is
specifically required to replace all light bulbs and ballasts as needed, and make repairs (a)
to the portion of any pipes, lines, ducts, wires or conduits contained within or serving the
Area; (b) to windows, plate glass, doors and any fixtures or appurtenances composed of
glass; (c) to Licensee's sign, if applicable; (d) to the Area or the Property when repairs to
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same are necessitated by any act or omission of Licensee or the failure of Licensee to
perform its obligations under this Agreement.
C. Licensee agrees to make all changes necessary to the Area at Licensee's sole
cost and expense in order to comply with all City, County and State building code
requirements for Licensee's occupancy thereof.
D. If Licensee installs any electrical equipment that overloads the lines in the
Area or the Property, City may require Licensee to make whatever changes to the lines as
may be necessary to render same in good order and repair, and in compliance with all
applicable legal requirements.
E. If, in an emergency, it shall become necessary to make promptly any repairs
or replacements required to be made by Licensee, City may reenter the Area and proceed
forthwith to have the repairs or replacements made and pay the cost thereof. Within thirty
(30) days after City renders a bill, therefore, Licensee shall reimburse the City for the cost
of making the repairs.
13. SERVICES AND UTILITIES.
City shall, at its sole cost and expense, furnish and maintain air conditioning,
electric current and dumpster for regular office debris. Licensee must abide by the rules,
regulations, schedules, and practices of the City in the administration of these services.
The City reserves the right to interrupt, curtail or suspend the provision of any
utility service, including but not limited to, heating, ventilating and air conditioning
systems and equipment serving the Area, to which Licensee may be entitled hereunder,
when necessary by reason of accident or emergency, or for repairs, alterations or
improvements in the judgment of City desirable or necessary to be made or due to difficulty
in obtaining supplies or labor or for any other cause beyond the reasonable control of the
City. The work of such repairs, alterations, or improvements shall be prosecuted with
reasonable diligence. The City shall in no respect be liable for any failure of the utility
companies or governmental authorities to supply utility service to Licensee or for any
limitation of supply resulting from governmental orders or directives. Licensee shall not
claim any damages by reason of the City's or other individual's interruption, curtailment or
suspension of a utility service, nor shall the Revocable License or any of Licensee's
obligations hereunder be affected or reduced thereby.
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Licensee, at its sole cost, shall provide cleaning services for the Area. Licensee shall
pay for all telephone services or other utility service Licensee may require including the
installation of any necessary lines and equipment. Licensee, at its sole cost and expense,
shall hire a pest control company, as needed, to insure that the Area will at all times be in a
clean and sanitary condition and free from vermin.
Licensee agrees to provide any and all security it deems necessary to protect its
operations and equipment. Licensee shall insure that all appropriate equipment and lights
have been turned off and appropriate doors locked at the close of operations within the Area
each day.
14. ALTERATIONS, ADDITIONS OR REPLACEMENTS.
Except in the event of an emergency, Licensee shall not make any repair or
alteration required or permitted to be performed by Licensee without first receiving the
written approval of the City Manager, which approval may be conditioned or withheld for
any or no reason whatsoever, including a condition to pay additional fees if such alteration
will affect the cost of services being provided by the City. If City approves such request, no
repair or alteration shall be commenced until plans and specifications therefor shall have
been submitted to and approved by the City Manager.
In the event of an emergency, Licensee shall reasonably proceed to perform such
repair work and shall immediately notify the City of such work.
15. VIOLATIONS, LIENS AND SECURITY INTERESTS.
Licensee, at its expense and with due diligence and dispatch, shall secure the
cancellation or discharge of or bond off same in the manner permitted by law, all notices of
violations arising from or otherwise in connection with Licensee's improvements or
operations in the Area which shall be issued by any public authority having or asserting
jurisdiction. Licensee shall promptly pay its contractors and materials men for all work
and labor done at Licensee's request. Should any such lien be asserted or filed, regardless
of the validity of said liens or claims, Licensee shall bond against or discharge the same
within fifteen (15) calendar days of Licensee's receipt of notice of the filing of said
encumbrance. In the event Licensee fails to remove or bond against said lien by paying the
full amount claimed, Licensee shall pay the City upon demand any amount paid out by
City, including City's costs, expenses and reasonable attorneys' fees. Licensee further
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agrees to hold City harmless from and to indemnify the City against any and all claims,
demands and expenses, including reasonable attorney's fees, by reason of any claims of any
contractor, subcontractor, material man, laborer or any other third person with whom
Licensee has contracted or otherwise is found liable to, in respect to the Area. Nothing
contained in this Agreement shall be deemed, construed or interpreted to imply any consent
or agreement on the part of City to subject the City's interest or estate to any liability under
any mechanic's or other lien asserted by any contractor, subcontractor, material man or
supplier thereof against any part of the Area or any of the improvements thereon and each
such contract shall provide that the contractor must insert a statement in any subcontract
or purchase order that the contractor's contract so provides for waiver of lien and that the
subcontractor, material man and supplier agree to be bound by such provision.
16. CITY ACCESS TO FACILITY.
City and its authorized representative(s) shall have at all times access to the Area.
City will maintain a complete set of keys to the Area. Licensee, at its sole cost and expense,
may duplicate or change key locks but not until first receiving written approval from the
Director of Economic Development (hereinafter referred to as "Director") for such work. In
the event Licensee changes key locks as approved by the Director, Licensee, at its sole cost
and expense, must also provide a copy of said keys to the City.
The City shall have access to and entry into the Area at any time to (a) inspect the
Area, (b) to perform any obligations of Licensee hereunder which Licensee has failed to
perform after written notice thereof to Licensee, Licensee not having cured such matter
within ten (10) days of such notice, (c) to assure Licensee's compliance with the terms and
provisions of this Agreement and all applicable laws, ordinances, rules and regulations and
(d) for other purposes as may be deemed necessary by the City Manager in the furtherance
of the City's corporate purpose; provided, however, that City shall make a diligent effort to
provide at least 24-hours advance notice and Licensee shall have the right to have one or
more of its representatives or employees present during the time of any such entry. The
City, its officers, directors, employees, representatives and agents, shall not be liable for
any loss, cost or damage to the Licensee by reason of the exercise by the City of the right of
entry described herein for the purposes listed above. The making of periodic inspection or
the failure to do so shall not operate to impose upon City any liability of any kind
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whatsoever nor relieve the Licensee of any responsibility, obligations or liability assumed
under this Agreement.
17. INDEMNIFICATION AND HOLD HARMLESS.
Licensee shall indemnify, defend and hold harmless the City and its officials,
employees and agents (collectively referred to as "Indemnitees") and each of them from and
against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees)
or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of
any person or damage to or destruction or loss of any property arising out of, resulting from,
or in connection with (i) the performance or non-performance of the services contemplated t
by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in
part, by any act, omission, default or negligence (whether active or passive) of Licensee or
its employees, agents or subcontractors (collectively referred to as "Licensee") or (ii) the
failure of the Licensee to comply with any of the paragraphs herein or the failure of the
Licensee to conform to statutes, ordinances, or other regulations or requirements of any
governmental authority, federal or state, in connection with the performance of this
Agreement. Licensee expressly agrees to indemnify and hold harmless the Indemnitees, or
any of them, from and against all liabilities which may be asserted by an employee or
former employee of Licensee, or any of its subcontractors, as provided above, for which the
Licensee's liability to such employee or former employee would otherwise be limited to
payments under state workers' compensation or similar laws.
18. INSURANCE.
Licensee, at its sole cost, shall obtain and maintain in full force and effect at all
times throughout the period of this Agreement, the following insurance coverage:
A. Commercial General liability insurance on a Comprehensive General liability
coverage form, or its equivalent, including premises, operations and contractual coverage's
against all claims, demands or actions for bodily injury, personal injury, death or property
damage occurring in or about the Area with such limits as may be reasonably requested by
the City from time to time but not less than $1,000,000 per occurrence combined single
limit for bodily injury and property damage. The City shall be named as Additional
Insured on the policy or policies of insurance.
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B. Automobile liability insurance covering all owned, non -owned and hired
vehicles used in conjunction with operations covered by this agreement. The policy or
policies of insurance shall contain a combined single limit of at least $500,000 for bodily
injury and property damage. The requirements of this provision will be waived upon
submission of a written statement from Licensee that no automobiles are used to conduct
business.
C. "All Risk" property insurance against loss or damage by fire, windstorm, with
such endorsements for extended coverage, vandalism, malicious mischief, flood and special
coverage, insuring 100% of the replacement cost of Licensee's improvements, fixtures,
equipment, furniture and all other personal property in and about the Area. This
requirement may be waived provided that Licensee executes a full release holding the City
harmless for any damages incurred by Licensee due to the above mentioned causes as
defined in a standard All Risk policy.
D. Worker's Compensation in the form and amounts required by State law.
E. The City's Division of Risk Management, reserves the right to reasonably
amend the insurance requirements by the issuance of a notice in writing to Licensee. The
Licensee shall provide any other insurance or security reasonably required by the City.
F. The policy or policies of insurance required shall be so written that the policy
or policies may not be canceled or materially changed without thirty (30) days advance
written notice to the City. Said notice should be delivered to the City of Miami, Division of
Risk Management, 444 SW 2 Avenue, 9th Floor, Miami, Florida 33130, with copy to City of
Miami, Department of Economic Development, 444 SW 2 Avenue, 3rd Floor, Miami, Florida
33130, or such other address that may be designated from time to time.
G. A current evidence and policy of insurance evidencing the aforesaid required
insurance coverage shall be supplied to the Department of Economic Development of the
City at the execution of this Agreement and a new evidence and policy shall be supplied at
least twenty (20) days prior to the expiration of each policy period. Insurance policies
required above shall be issued by companies authorized to do business under the laws of
the State of Florida, with the following qualifications as to management and financial
strength: the company should be rated. "A" as to management, and no less than class "X" as
to financial strength, in accordance with the latest edition of Best's Key Rating Guide, or
the company holds a valid Florida Certificate of Authority issued by the State of Florida,
Department of Insurance, and is a member of the Florida Guarantee Fund. Receipt of any
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documentation of insurance by the City or by any of its representatives, which indicates
less coverage than required, does not constitute a waiver of the Licensee's obligation to
fulfill the insurance requirements herein.
In the event Licensee shall fail to procure and place such insurance, the City may,
but shall not be obligated to, procure and place same, in which event the amount of the
premium paid shall be paid by Licensee to the City as an additional fee upon demand and
shall in each instance be collectible on the first day of the month or any subsequent month
following the date of payment by the City. Licensee's failure to procure insurance shall in
no way release Licensee from its obligations and responsibilities as provided herein.
19. SAFETY
Licensee will allow City inspectors, agents or representatives the ability to monitor
its compliance with safety precautions as required by federal, state or local laws, rules,
regulations and ordinances. By performing these inspections the City, its agents, or
representatives are not assuming any liability by virtue of these laws, rules, regulations
and ordinances. Licensee shall have no recourse against the City, its agents or
representatives from the occurrence, non-occurrence or result of such inspection(s). Upon
occupancy of the Area, Licensee shall contact the City's Risk Management Department to
schedule the inspection(s).
20. AMERICAN WITH DISABILITIES ACT
Licensee shall affirmatively comply with all applicable provisions of the Americans
with Disabilities Act ("ADA") in the course of utilizing the Area including Titles I and II of
the ADA (regarding nondiscrimination on the basis of disability) and all applicable
regulations, guidelines and standards. Additionally, Licensee shall take affirmative steps to
ensure nondiscrimination in employment of disabled persons.
21. NO LIABILITY.
In no event shall the City be liable or responsible for damage to the personal
property, improvements, fixtures and/or equipment belonging to or rented by Licensee, its
officers, agents, employees, invitees or patrons, including without limitation, damages
resulting from fire, steam, electricity, gas, water, rain, vandalism or theft which may leak
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or flow from or into any part of the Area, or from the breakage, leakage, obstruction or
other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or
lighting fixtures of the Area, or from hurricane or any act of God. or any act of negligence
of Licensee, its officers, employees, agents, invitees, or patrons or any person whomsoever
whether such damage or injury results from conditions arising at or about the Area or
upon other portions of the Property or from other sources.
22. TAXES AND FEES.
Licensee shall pay before any fine, penalty, interest or costs is added for
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nonpayment, any and all charges, fees, taxes or assessments levied against the Area and/or
against any occupancy interest or personal property of any kind, owned by or placed in,
upon or about the Area by Licensee, including, but not limited to, ad valorem taxes. In the
event Licensee appeals a tax or fee, Licensee shall immediately notify City of its intention
to appeal said tax or fee and shall furnish and keep in effect a surety bond of a responsible
and substantial surety company reasonably acceptable to City or other security reasonably
satisfactory to City in an amount sufficient to pay one hundred percent of the contested tax
or fee with all interest on it and costs and expenses, including reasonable attorneys' fees, to
be incurred in connection with it.
23. CANCELLATION BY REQUEST OF EITHER OF THE PARTIES WITHOUT
CAUSE.
Either party may cancel this Agreement at any time with thirty (30) days written
notice to the non -canceling Party prior to the effective date of the cancellation.
24. VIOLATIONS.
If Licensee in any manner violates the restrictions and conditions of this Agreement,
then, after ten (10) days written notice given to Licensee by the City Manager within which
to cease such violation or correct such deficiencies, and upon failure of Licensee to do so
after such written notice within said ten (10) day period, this Agreement shall be
automatically canceled without the need for further action by the City. This provision shall
not interfere with the City's rights pursuant to Section 5 of the Agreement, entitled
"Revocation -At -Will".
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25. NOTICES.
All notices or other communications which may be given pursuant to this Agreement
shall be in writing and shall be deemed properly served if delivered by personal service or
by certified mail addressed to City and Licensee at the addresses indicated herein or as the
same may be changed from time to time, or for purposes of canceling this Agreement, the
City may serve notice by posting it at the Area. Such notice shall be deemed given on the
day it is posted at the Area; on which personally served; or if by certified mail, on the fifth
day after being mailed or the date of actual receipt, whichever is earlier. The Notices
addresses of the parties are:
CITY OF MIAMI
City of Miami
City Manager
3500 Pan American Drive
Miami, FL 33133
COPY TO:
City of Miami
Attn: Director
Department of Economic Development
444 SW 2nd Avenue, Suite 325
Miami, FL 33130
City of Miami
City Attorney
444 SW 2nd Avenue, Suite 945
Miami, FL 33130
LICENSEE
La Unidad Cubana, Inc.
970 SW 1st Street, Room 302
Miami, Florida 33130
26. ADVERTISING.
Licensee shall not permit any signs or advertising matter to be placed either in the
interior or upon the exterior of the Area without having first obtained the approval of the
Director, which approval may be withheld for any or no reason, at his/her sole discretion.
Licensee shall, at its sole cost and expense, install, provide, maintain such sign, decoration,
advertising matter or other things as may be permitted hereunder in good condition and
repair at all times. Licensee must further obtain approval from all governmental
authorities having jurisdiction, and must comply with all applicable requirements set forth
in the City of Miami Code and Zoning Ordinance. Upon the cancellation of this Agreement,
14
Licensee shall, at its sole cost and expense, remove any sign, decoration, advertising matter
or other thing permitted hereunder from the Area. If any part of the Area is in any way
damaged by the removal of such items, said damage shall be repaired by Licensee at its sole
cost and expense. Should Licensee fail to repair any damage caused to the Area within ten
(10) days after receipt of written notice from City directing the required repairs, City shall
cause the Area to be repaired at the sole cost and expense of Licensee. Licensee shall pay
City the full cost of such repairs within ten (10) days of receipt of an invoice indicating the
cost of such required repairs.
Licensee hereby understands and agrees that the City may, at its sole discretion,
erect or place upon the Area an appropriate sign indicating City's having issued this
Agreement.
27. COMMON AREAS.
Licensee shall have the nonexclusive right (in common with other occupants of the
Property) to use the common areas of the Property for the purposes intended, subject to
such rules and regulations as City may establish from time to time.
28. OWNERSHIP OF IMPROVEMENTS.
As of the Effective Date and throughout the Use Period, title to all buildings and
improvements thereon shall be vested in City. Furthermore, title to all alterations made in
or to the Area, whether or not by or at the expense of Licensee, shall, unless otherwise
provided by written agreement, immediately upon their completion become the property of
the City and shall remain and be surrendered with the Area.
29. SURRENDER OF AREA.
In the event of cancellation, termination or expiration of this Agreement, Licensee
shall peacefully surrender the Area by the time specified broom clean and in good condition
and repair together with all alterations, fixtures, installation, additions and improvements
which may have been made in or attached on or to the Area. Upon surrender, Licensee
shall promptly remove all its personal property, trade fixtures and equipment and Licensee
shall repair any damage to the Area caused thereby. Should Licensee fail to repair any
damage caused to the Area within ten (10) days after receipt of written notice from City
directing the required repairs, City shall cause the Area to be repaired at the sole cost and
15
expense of Licensee. Licensee shall pay City the full cost of such repairs within ten (10)
days of receipt of an invoice indicating the cost of such required repairs. City may require
Licensee to restore the Area so that the Area shall be as it was on the Effective Date.
In the event Licensee fails to remove its personal property, equipment and fixtures
from the Area within the time limit set by the notice, said property shall be deemed
abandoned and thereupon shall become the sole personal property of the City. The City, at
its sole discretion and without liability, may remove and/or dispose of same as City sees fit,
all at Licensee's sole cost and expense.
30. SEVERABILITY.
Should any provisions, paragraphs, sentences, words or phrases contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or
otherwise unlawful under the laws of the State of Florida or the City, such provisions,
paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary
in order to conform with such laws, and the same may be deemed severable by the City, and
in such event, the remaining terms and conditions of this Agreement shall remain
unmodified and in full force and effect.
31. NO ASSIGNMENT OR TRANSFER.
Licensee cannot assign or transfer its privilege of occupancy and use granted unto it
by this Agreement.
32. NONDISCRIMINATION.
Licensee shall not discriminate as to race, color, religion, sex, national origin, age,
disability, or marital status in connection with its occupancy and use of the Area and
improvements thereon.
33. AFFIRMATIVE ACTION.
Licensee shall have in place an Affirmative Action/Equal Employment Opportunity
Policy and shall institute a plan for its achievement which will require that action be taken
to provide equal opportunity in hiring and promoting for women, minorities, the disabled
and veterans. Such plan will include a set of positive measures which will be taken to
insure nondiscrimination in the work place as it relates to hiring, firing, training and
16
1
promotion. In lieu of such a policy/plan, Licensee shall submit a Statement of Assurance
indicating that their operation complies with all relevant Civil Rights laws and regulations.
34. MINORITY/WOMEN BUSINESS UTILIZATION.
Licensee shall make every good faith effort to purchase/contract fifty-one percent
(51%) of its annual goods and services requirements from Hispanic, Black and Women
businesses/professionals registered/certified with the City Office of Minority/Women
Business Affairs. Such lists will be made available to the Licensee at the time of the
issuance of the Agreement by the City and updates will be routinely provided by the City's
Office of Minority/Women Business Affairs.
35. WAIVER OF JURY TRIAL.
The parties hereby knowingly, irrevocably, voluntarily and intentionally waive any
right either may have to a trial by jury in respect of any action, proceeding or counterclaim
based on this Agreement, or arising out of, under, or in connection with this Agreement or
any amendment or modification of this Agreement, or any other agreement executed by and
between the parties in connection with this Agreement, or any course of conduct, course of
dealing, statements (whether verbal or written) or actions of any party hereto. This waiver
of jury trial provision is a material inducement for the City and Licensee entering into the
subject transaction.
36. WAIVER.
No failure on the part of the City to enforce or insist upon performance of any of the
terms of this Agreement, nor any waiver of any right hereunder by the City, unless in
writing, shall be construed as a waiver of any other term or as a waiver of any future right
to enforce or insist upon the performance of the same term.
37. AMENDMENTS AND MODIFICATIONS.
No amendments or modifications to this Agreement shall be binding on either party
unless in writing, approved as to form and correctness by the City Attorney, and signed by
both parties. The City Manager is authorized to amend. or modify this Agreement as
needed.
17
38. COURT COSTS AND ATTORNEY (S)' FEES.
In the event it becomes necessary for the City to institute legal proceedings to
enforce or interpret the provisions of this Agreement, Licensee shall pay the City's court
costs and attorney's fees through all trial and appellate levels. Licensee acknowledges that
Florida law provides for mutuality of attorney's fees as a remedy in contract cases and
specifically and irrevocable waives its right to collect attorney's fees from the City under
applicable laws, including specifically, but not limited to Section 57.105, Florida Statutes.
It is the express intent of the parties hereto that in no event will the City be required to pay
Licensee's attorney's fees and court costs for any action arising out of this Agreement. In
the event that Licensee's waiver under this section is found to be invalid then Licensee
agrees that the City's liability for Licensee's attorney's fees and court costs shall not exceed
the sum of $100.00. In the event that the waiver and limitations contained herein are
found to be invalid, or are otherwise not upheld, then the provisions of this Section shall
become null and void and each party shall be responsible for its own attorney's fees and
costs.
39. COMPLIANCE WITH ALL LAWS APPLICABLE.
Licensee accepts this Agreement and hereby acknowledges that Licensee's strict
compliance with all applicable federal, state and local laws, ordinances and regulations is a
condition of this Agreement, and Licensee shall comply therewith as the same presently
exist and as they may be amended hereafter. This Agreement shall be construed and
enforced according to the laws of the State of Florida.
40. HAZARDOUS MATERIALS.
The Licensee shall, at its sole cost and expense, at all times and in all respects
comply with all federal, state and local laws, statutes, ordinances and regulations, rules,
rulings, policies, orders and administrative actions and orders relating to hazardous
materials ("Hazardous Materials Laws"), including, without limitation, any Hazardous
Materials Laws relating to industrial hygiene, environmental protection or the use, storage,
disposal or transportation of any flammable explosives, toxic substances or other
hazardous, contaminated or polluting materials, substances or wastes, including, without
limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or
"Toxic Substances" (collectively "Hazardous Materials"), under any such laws, ordinances or
18
regulations. The Licensee shall, at its sole cost and expense, procure, maintain in effect
and comply with all conditions of any and all permits, licenses and other governmental and
regulatory approvals relating to the presence of Hazardous Materials within, on, under or
about the Area or required for the Licensee's use of any Hazardous Materials in or about
the Area in conformity with all applicable Hazardous Materials Laws and prudent industry
practices regarding management of such Hazardous Materials. Upon cancellation or
revocation of this Agreement, the Licensee shall, at its sole cost and expense, cause all
Hazardous Materials, including their storage devices, placed in or about the Area by the
Licensee or at the Licensee's direction, to be removed from the Area and transported for
use, storage or disposal in accordance and compliance with all applicable Hazardous
Materials Laws. The Licensee may operate according to the custom of the industry so long
as the use or presence of Hazardous Materials is strictly and properly monitored according
to, and in compliance with, all applicable governmental requirements. The requirements of
this Paragraph of the License shall survive the cancellation or revocation of this License.
The City represents that:
{i) To the best of its knowledge there are no environmental violations,
whether under federal, state, or local laws, existing on the Area;
(ii) To the best of its knowledge there are no Hazardous Materials
presently existing on the Area.
41. RADON GAS.
Radon is a naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons who are exposed to it
over time. Levels of radon that exceed federal and state guidelines have been found in
buildings in Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit. Licensee may, have an appropriately
licensed person test the Area for radon. If the radon level exceeds acceptable EPA
standards, the City may choose to reduce the radon level to an acceptable EPA level, failing
which either party may cancel this License.
42. ENTIRE AGREEMENT.
This instrument and its attachments constitute the sole and only agreement of the
parties hereto and correctly set forth the rights, duties and obligations of each to the other
19
as of its date. Any prior agreements, promises, negotiations, or representations not
expressly set forth in this Agreement are of no force or effect.
This Agreement is the result of negotiations between the parties and has been
typed/printed by one party for the convenience of both parties, and the parties covenant
that this Agreement shall not be construed in favor of or against either of the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the
day and year first above written.
ATTEST:
Priscilla A. Thompson
City Clerk
APPROVED AS TO IN
REQUIREMENTS:
flpneci B 4,/„,,,
...
f Dania Carrillo
Department of Risk Management
WITNESS:
Signature
t -f T 4- 74/sericogOA
Print Name
Signature
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Print Name
CITY OF MIAMI, a municipal corporation
of the State of Florida
Joe Arriola
City Manager
CE APPROVED AS TO FORM AND
LICENSEE:
La Unidad Cubana, Inc.
Florida non-profit, orporation
Sign
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Prin Name
P'5W/D ell -
Print Title
20
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FIRST AMENDMENT TO REVOCABLE LICENSE AGREEMENT
BETWEEN THE CITY OF MIAMI
AND
LA UNIDAD CUBANA, INC.
FOR THE OCCUPANCY OF ROOMS 300 & 302
WITHIN THE PROPERTY
LOCATED AT 970 SOUTHWEST 1st STREET, MIAMI, FLORIDA
)
FIST AMENDMENT TO REVOCABLE LICENSE
BETWEEN THE CITY AND LA UNIDAD CUBANA, INC.
THIS FIRST AMENDMENT to the Revocable License Agreement (the
"Agreement") is entered into this 11CA day of$1 Oa-1L/ , 2006 by and
between the City of Miami, a municipal corporation of the State of Florida (The
"City") and La Uhidad Cubana, Inc., a Florida non-profit corporation (the
"Licensee") for the purpose of amending the aforementioned Agreement dated
June 14, 2005 between the City and the Licensee.
WHEREAS, the City owns and operates a public facility known as the
Manuel Artime Community Center located at 970 Southwest 1st Street, Miami,
Florida (the "Building"); and
WHEREAS, on January 13, 2000, the City passed and adopted Resolution
No. 00-25, authorizing the City Manager to issue Revocable License Agreements
with revised rates for the use of office space at the Buildings and
WHEREAS, the Licensee entered into a Revocable License Agreement
with the City of Miami on June 14, 2005 (the "Agreement") to occupy and use
Room 302 located at 970 Southwest 1st Street, Miami, Florida (the "Building")
as office space; and
WHEREAS, the Licensee has expressed its interest in using Room 300 of
the Building as additional office space for its organization;
NOW THEREFORE, in consideration of mutual covenants hereinafter set
forth and in consideration of other valuable consideration the parties covenant
and agree as follows:
1. Section 1 of the Agreement is amended as follows:
"Licensee is hereby authorized to use the following rooms of the Building:
Room 300 which consists of approximately 590 square feet
Room 302 which consists of approximately 1,195 square feet"
2
The total square footage is approximately 1;785 square feet (the "Area")
as depicted in Exhibit "A-1" attached hereto and made a part hereof."
2. Section 6. of the Agreement is hereby deletedt in its entirety and replaced
with the following:
"In consideration for this Agreement, Licensee agrees to pay to the
City for the use of the Area described as Room 302 the original
amount of $6.38 per square foot for a monthly fee in the amount of Six
Hundred and Thirty Five Dollars and 35/100 ($635.35), plus State Use
Tax, if applicable. Licensee agrees to pay to the City for the use of Room
300 the amount of $6.38 per square foot for a monthly fee in the amount
of Three Hundred and Thirteen Dollars and k38/100 ($313.68), plus State
Use Tax, if applicable, for a total monthly fee of $949.03. These rates
shall be effective on the date this Amendment is executed and shall be
paid in advance and in full on the first day of each month, without notice
or demand (the "Use Fee"). Payments shall be made payable to "City of
Miami" and shall be mailed to Finance Department, 444 S.W. 2nd Avenue,
6th Floor, Attn.: Collections, Miami, Florida 33130, or such other address
as the City may designated from time to time."
3. Exhibit "A" of the Agreement is replaced by Exhibit "A-1."
4. Section 7. "Late Fee" is hereby deleted in its entirety and
replaced with the following:
"In the event any installment of the Monthly Fee is not received by
the City within five (5) days after it becomes due, Licensee shall
pay to City a late charge in the amount of Fifty Dollars ($50.00).
Such late fee shall constitute additional fees due and payable to
City by Licensee upon the date of payment of the delinquent
payment referenced above. Acceptance of such late charge by City
shall, in no event, constitute a waiver of Licensee's violations with
respect to such overdue amount nor prevent City from the pursuit
of any remedy to which City may otherwise be entitled."
5. Section 9. "Security Deposit" of the Agreement shall be amended
as follows:
Licensee shall deposit an additional amount of Six Hundred and
Twenty Seven Dollars and 36/100 cents ($627.36) as guarantee for the
full and faithful performance by Licensee of all obligations with respect to
3
its use of 970 SW 1st Street, Room 300, Miami, Florida under this
Agreement or in connection with this Agreement.
6. Section 11. "Adjustment to Use Fee and Security" of the Agreement
shall be amended as follows:
For the purposes of this Section 11 of the Agreement, the
Anniversary Date for adjustments to the Use Fee and Security for both
Rooms 300 and 302 shall be the Effective Date of this Amendment.
7. Terms and Conditions.
Except as specifically provided herein, all of the terms and provisions of
the Agreement shall remain in effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement of the day and year first above written.
[THIS SPACE LEFT INTENTIONALLY BLANK]
ATTEST:
riscilla A. Thompson
City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
Dania Carrillo
Department of Risk Management
/4:79iir
Print Name
IFNCI
Print Name
CITY OF MIAMI, a municipal
Corporatio of the S e o orida.
By:
Joe rriola
Cit Manager
APPROVED AS TO FORM AND
CORRECTNE
Jorge L.
City Attorney
LICENSEE
LA UNIDAD CUBANA, INC., a Florida
non-profit corporation
Print Name
SA ick,c4..1.--
Print Title
CORPORATE SEAL
CORPORATE RESOLUTION
WHEREAS, _La Unidad Cubana, Inc. desires to Amend the existing Revocable License
Agreement with the City of Miami for the purpose of adding the use of Room 300 at 970 Southwest 1st
Street, Miami, Florida in order to perform the work described in the Amendment to which this
resolution is attached; and
WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in
accordance with the By -Laws of the corporation;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that
£L0 / 4 ktflnd/or A011ia l ee i?
are hereby authorized
and instructed to enter into an Amendment to the Revocable License Agreement for the use of , and in
the name and on behalf of this corporation, with the City of Miami upon the terms contained in the
proposed contract to which this resolution is attached.
DATED this
q
day of •-c%9 over , 2006.
r'
Corporate Secre ry
La Unidad Cubana, c.
(Corporate Seal)
04/01 /2006
P.O. Box 1973 Miami, FL 33135 • Telf: (305) 545-7600 • Fax: (305) 545-5960 • E-mail: unidadcubanainc@bellsouth.net
SECOND AMENDMENT TO REVOCABLE LICENSE AGREEMENT
BETWEEN TIIE CITY OF MIAMI AND
LA UNIDAD CUBANA, INC.
THIS SECOND AMENDMENT to the Revocable License Agreement is entered
into this 1 day of 005ber , 2008 (the "Amendment") by and between the
City of Miami, a municipal corporation of the State of Florida (the "City") and La Unidad
Cubana, Inc., a Florida non-profit corporation (the "Licensee") for the purpose of
amending certain Revocable License Agreement dated June 13, 2005 (the "Agreement").
WHEREAS, the City and the Licensee entered into an Agreement to occupy and.
use approximately 1,785 square feet of space at the Manuel Artime Community Center;
and
WHEREAS, Section 11 of the Agreement provides for an annual increase to the
Monthly Use Fee and Security deposit based on the Consumer Price Index; and
WHEREAS, the Miami City Commission at its regularly scheduled meeting on
February 14, 2008 approved Resolution 08-0070 authorizing the City Manager to, among
other things, amend existing Agreements of Manuel Artime licensees to amend the
timing and the foumula for annual increases to the Monthly Use Fees from one based on
the Consumer Price Index to one based on a straight three percent (3%) annually;
NOW THEREFORE, in consideration of mutual covenants hereinafter set forth
and in consideration of other valuable consideration the parties covenant and agree as
follows:
1. Section 11 of the Agreement is hereby deleted in its entirety and replaced with the
language set forth below:
"Commencing January 1, 2008, the Use Fee and Security shall be increased annually
October 1 of each year by three percent (3%)."
1
AUG-18-2008 11:52
CITY OF MIAMI
305 416 2156 P.05
IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day
and year first above written.
ATTEST:
CITY OF MIAMI, a
of the State of Florida
By:
Priscilla A. Thompson /% N-Od Pedro G. Hernandez
City Manager
icipal corporation
City Clerk
APPRD AS TO INSURANCE APPROVED AS TO FORM AND
CORRECTNESS:
•
NTS :
LeeAnn Brehm
Division of Risk Management
WITNESS:
PName
Signature
Prurt Name
Julie O. Bru
City Attorney
LICENSEE:
La Unidad ubana, I p' . rida non- ofit
corpora :Aga'
•
•
Print Name
Print Title
2
TOTAL P.05
AUG-18-2008 11:52
CITY OF MIRMI 305 416 2156 P.03
CORPORATE RESOLUTION
RESOLUTION AUTHORIZING EXECUTION OF AN
AMENDMENT TO
REVOCABLE LICENSE AGREEMENT WITH THE
CITY OF MV11AMI FOR SPACE AT MANIJEL ARTIME
WHEREAS, La Unidad Cubana, Inc. (the "Licensee") desires to enter into an
amendment to its revocable license agreement with the City of Miami (the "City") for the
purpose of standardizing the rate of the annual increase to its Use fees as well as the date
of the annual increase to use fees.
NOW THEREFORE, BE IT RESOLVED, The Board of Directors of La Unidad
Cubana, Inc. hereby authorizes and instructs .S.V A t E, A L 0 tJ S D
(name/nombre)
whose title is P f L- S I ID ez. iJ T , to enter into an amendment to the
(title/titulo)
the revocable license agreement in the name and on the behalf of this corporation with
the City of Miami (City) for entering into an Amendment to its Revocable License
Agreement for the above stated purposes.
Thereupon declared this resolution duly passed and adopted this 2 7 day of
Av Usf ,2008,
ATTEST